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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Newton Golf Company, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
78577G301 (CUSIP Number) |
01/14/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 78577G301 |
| 1 | Names of Reporting Persons
Murano Capital Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
243,100.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.12 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 78577G301 |
| 1 | Names of Reporting Persons
Murano Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
243,100.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.12 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 78577G301 |
| 1 | Names of Reporting Persons
Clifford Jay Thomson | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
251,100.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.28 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Newton Golf Company, Inc. | |
| (b) | Address of issuer's principal executive offices:
511 Calle San Pablo Camarillo, CA, 93012 | |
| Item 2. | ||
| (a) | Name of person filing:
Murano Capital Partners, LP, Murano Group LLC, Clifford Jay Thomson | |
| (b) | Address or principal business office or, if none, residence:
600 California Street, 11th Floor, San Francisco, CA 94126 | |
| (c) | Citizenship:
Murano Capital Partners LP is a Delaware Limited Partnership. Murano Group LLC is a Delaware Limited Liability Company. Clifford Jay Thomson is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
78577G301 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Aggregate of all Reporting Persons: 251,100
Murano Capital Partners LP - 243,100
Murano Group LLC - 243,100
Clifford Jay Thomson - 251,100*
*Mr. Thomson is the managing member of Murano Group LLC, the investment manager of the Fund. As a result, Mr. Thomson possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by the Fund. Mr. Thomson disclaims beneficial ownership of any of the shares held by the Fund. | |
| (b) | Percent of class:
Aggregate of all Reporting Persons: 5.28%
Murano Capital Partners LP - 5.12%
Murano Group LLC - 5.12%
Clifford Jay Thomson - 5.28%*
*Mr. Thomson is the managing member of Murano Group LLC, the investment manager of the Fund. As a result, Mr. Thomson possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by the Fund. Mr. Thomson disclaims beneficial ownership of any of the shares held by the Fund. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Murano Capital Partners LP - 0
Murano Group LLC - 0
Clifford Jay Thomson - 8,000 | ||
| (ii) Shared power to vote or to direct the vote:
Murano Capital Partners LP - 243,100
Murano Group LLC - 243,100
Clifford Jay Thomson - 243,100 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Murano Capital Partners LP - 0
Murano Group LLC - 0
Clifford Jay Thomson - 8,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Murano Capital Partners LP - 243,100
Murano Group LLC - 243,100
Clifford Jay Thomson - 243,100 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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